Overcomers
by purplegirl761
Summary: Toontown's greatest enemy is at work in the shadows, threatening anyone - Toon or Cog - who stands in his way. Can the most ragtag band of rescuers in the history of, well, ever manage to save the day? My attempt at a satisfying "ending" for Toontown.
1. Prologue

**~Hey, remember me? ;) Well, around the anniversary of Toontown's closing, I started thinking that the game and its players deserve a proper send-off, one with some form of closure. And I thought this would be a lot more fun and mysterious than just "We blew up all the Cogs. Game over." **

**I can't promise how often I'll be able to update this, as I am busy with other projects. But I'm *very* excited about this, and I have a ton of ideas, and I'm committed to seeing this through to the end. Anyway, I hope you like it - and that it can maybe even help all of us make peace with our favorite game's closer. ~**

Sellbot Headquarters was a darn sight better than it had been for as far back as the Senior Vice President could remember.

The floor was still smudged with several years' worth of grime, but in much smaller doses. Puddles of oil that had dried and gelled into something like those awful quicksand traps the Toons used had been mostly scrubbed away by the paws of some of those very same Toons. Stray pipes had been de-rusted and gathered into leaning piles until someone could figure out what to do with them. As the head of the Sellbots, that authority fell on the VP, though it confused him the way a lot of things did. He hadn't been around for the entire construction of Sellbot HQ, and he certainly couldn't recall where every pipe went.

Now, if they had some Micromanagers around here, _they_ would probably have known…

And, with Gyro Gearloose's air filter installed, the factory's thick black smoke – the Toons called it "pollution" – had been cut down to a thin gray stream that was much easier to breathe in. The VP's cough was nothing more than a tickle in his chest now, and he hadn't felt hot in the hard drive for weeks.

Best of all, it was peaceful. The VP could hear the comforting drone of his Cogs' voices, from the Cold Callers' sweet metallic chirp to the deep rumble of a Mr. Hollywood, but they weren't raised for a battle. Every now and then, a Toon would come by to check on the Sellbots and make sure they were living up to their end of the bargain – no kidnapped Toons hanging in the cage above the launchpad.

They never picked fights, though. The VP didn't have to listen to the gear-grinding sound of a Cog whirling into a windup, only to explode. That alone made it all worth it. He would do anything for the lives of the Sellbots he was so fond of. Miss Weird Curly Megaquack, his small dog associate, had described it as "love." The VP wasn't ready to go quite that far – it was a very Toony concept for a Cog brain to handle.

The VP shut the lobby doors behind him with a creak and rolled his way back up to his office atop Sellbot Towers. The night air was cool and crisp, and he could actually see a few twinkly things poking through the smoke. What was the Toons' name for those?

"VP."

The sound of his own name made the VP's fingers twitch frantically at his sides. It was spit out, like an insult, no, more like a command. A command like that could have come from…

The Chairman of the Board.

The VP whipped around, nearly landing his bulky body flat on his happy face. Just as he'd dreaded, a monstrous shadow loomed in the VP's office door, its red eyes focused right on him. The Chairman hadn't come calling since before the VP had gotten sick, and it was making his stomach do circles again just to imagine what the boss of all Cogs was doing here.

"S-sir?" the VP stuttered.

"Do come in, boy." The Chairman's voice sounded almost kind, most unusual for him. It pulled the VP closer. "I believe we have some urgent business to discuss."

No, he couldn't have found out that the VP had told Scrooge McDuck's location. No, he would sound much angrier if he had. Maybe, the VP thought happily, maybe the Chairman had had a change of heart. Maybe he no longer considered Bossbots better than Sellbots and Big Cheeses better than Flunkies. Nothing could have made the VP happier!

It was – was "hope" what Miss Megaquack had called it? – that sent the VP trundling cautiously into his office. There wasn't as much sticky stuff for his aging treads to get caught in anymore. The Chairman sat perched on his short wooden stool – the Cog bosses didn't own chairs, and the Chairman took his stool with him wherever he went – one long metal leg crossed over the other.

"Sit down," the Chairman said. As the VP squatted his upper body down on his giant gear-waist, the Chairman held out a steaming mug of oil. The good stuff, too, the kind only the Chairman and his favored could afford.

The VP hadn't been one of the Chairman's favorites for a long time. Not since back before he'd had any competition. This, then, had to be a peace offering, it just _had_ to.

"Do forgive me for barging in uninvited," the Chairman continued, folding his fingers around his own mug. "But I wanted to talk about your Sellbots."

The VP felt his happy-face grin growing wider. His Sellbots were one of his favorite things, so he was sure he would enjoy talking about them. "Yes, sir?" he asked eagerly, sipping his oil.

"I'm sure you are quite aware they are the laughing stock of Toontown."

The VP drooped. This was a conversation they'd had too many times already, and it tugged at someplace in his chest. "Well – sir – you know those Toons – they laugh at everything – "

"Ah, yes, true." The Chairman's wobbly electronic mouth lifted slightly at one corner, as if his oil tasted bad. "And doesn't it just _sicken _you?"

The VP paused to consider that. He still wasn't used to that bouncing sound that came out of Toons when they were happy. It was odd, and unfamiliar, and sometimes it was so shrill it _did_ cause him to wince.

But _sicken_ him? No. Not anymore.

Luckily, the Chairman didn't appear to be expecting an answer. "It's a pity, really, about the Sellbots," he said. "They have such potential."

The VP was sure the light bulbs on his head had lit up brightly. _Potential_. That was a word salesmen used a lot, about products or customers that showed promise. It wasn't something the Chairman talked about often. He'd given up on the VP only a few hours after the VP's first defeat, and it still stung –

But if the Chairman was reconsidering –

_Then all my troubles are over! _

Encouraged, the VP took another drink of his oil. "Really? I mean – truly?" For the eighty-sixth time since he was booted up, he wished he had a more formal vocabulary.

"Indeed," the Chairman said. "Powerful moves, excellent knowledge of when to use them, many wonderful group attacks." He set the mug down on the VP's desk and laced his long fingers together. "Did you know a Level 11 Mingler can do more damage than any other Cog in all of Cog Nation?"

The VP wasn't sure whether to puff with pride or deflate further. He had, in fact, known of The Mingler's threat levels (_The_ Minglers being their proper name), but he had been trying to move away from all that fighting. They were Sellbots, not Battlebots, and the war against Toons was giving them far more losses than profit.

Still, coming from the Chairman, it was a high compliment. The VP decided to accept it gratefully. He nodded, said, "Yes, thank you," and busied himself with his mug.

"And I'm not foolish enough to give up on an enterprise when it could still prove useful," the Chairman went on. The words didn't sound the way the VP had always dreamed they would. "You mark my words – I am going to whip the Sellbots back into shape!"

"You mean, like, with treadmills?" The VP glanced down at his chubby stomach.

The Chairman made a harsh noise. A laugh, the VP guessed, only nothing like the Toons' laughter. "No, not with treadmills, my simple one. With training and discipline and backbone. They need to be raised with a warrior mindset."

The VP opened and closed his mouth until he could hear the hinges creaking. Nothing would come out but a dribble of oil.

"And I see only one thing holding them back." The Chairman's voice was as thick and smooth as the oil itself.

Fear thundered in the VP's chest like those Storm Cloud gags right before they rained. "Wh-what's that?"

The Chairman leaned in closer, eyes glowing red dots. "You."

The VP couldn't keep his head from spinning to reveal his unhappy face, though he knew that would only make things worse. His salesman smile wouldn't crank up. He took another sip of oil out of sheer lack of other ideas.

This time, the panels that served as the Chairman's lips flared black. "I do not recall you having that disgusting slurping habit last time we spoke," he said. "Did your Toon friends teach you that?"

"I don't have any Toon friends," the VP said automatically. The lie came easier than most, because a month ago it was the truth.

Most everything in Sellbot HQ, including the Chairman himself, was a predictable shade of gray. But now the lines were blurring until it all seemed to merge together. The desk became the Chairman became the floor became the sky outside.

The VP put a hand to his head. It couldn't seem to find its way around the light bulbs.

It was rare to see the Chairman smile, but his electric line was curled upward. "Now is the time when you ask what I put in your oil."

"What _did _you put in my oil?" The VP was curious – he'd heard the Toons were now serving something called "coffee" at a restaurant in the vicinity of Cashbot Headquarters – apparently the dream-themed neighborhood put some of them right to sleep –

And then an all-too-familiar wave of dizziness spun the ground beneath him. One too big for the amount of smoke the factory was pumping out.

He asked it again, in panic this time – "What did you put in my oil?"

The VP could see just enough of the Chairman's face to make him cold all over. "Cream pie filling," his boss chuckled wickedly. "I know how it just does _wonders_ for your gears."

Of course – it was instantly familiar. The VP raised both arms and tried to hold himself steady, but the chirping sound in his head was too loud. He couldn't stand.

The Chairman gave him one quick, effective shove to the chest, the VP's most vulnerable hit spot whenever he was stunned. The VP heard more than felt his treads shoot out from under him, his body crash to the ground. It wasn't as long a fall as the one from the edge of the ramp, but it still shook the room.

"You see, it really is quite straightforward, VP." The Chairman closed his chilly fingers around the VP's upper arm. "All you need is a carrot and a stick."

The VP's teeth wouldn't come apart to scream. He could barely focus on wondering what in Cog Nation either of those objects was. Everything in a Cog's programming insisted he never fight his maker, but the VP had to try. He pulled and shifted and revved his treads into third gear.

But the Chairman was even bigger and not nearly as clumsy, and once the VP was on his back, he was helpless. He could feel every wire quivering as the Chairman rolled him, with hardly any effort, onto his right side, forcing him to turn his back what was happening.

In sheer panic, the VP swiped one hand backward, hoping to catch the Chairman off guard. He landed on metal stronger than anything on his own body and heard the Chairman rattle out loud sound effects that the VP was glad the little Cold Callers weren't around to hear.

Cold Callers, Telemarketers, Name Droppers, Glad Handers, Movers & Shakers, Two-Faces, The Minglers, and Mr. Hollywoods flooded the VP's mind as the Chairman's grasp found the back of his neck. There was the pressing and the holding of something, some button or switch the VP had never been aware of. The last thing he remembered saying was, "What are you going to do to my Sellbots?"

And the hiss he got in return said, "Everything."


	2. Chapter One

**~Here's the next part. We get introduced to our main Toon friends. Hope you like!~ **

"This is it, guys. What we find under here may change Toontown forever!"

Weird Curly Megaquack crouched down on her small purple legs until her nose was level with the thick black manhole cover with "SEWER" stamped on it. It seemed harmless enough, barely noticeable in a creepy place like Bossbot Headquarters, which was probably why the Toon Council had left it alone for months. But when Curly's friend Little Lefty Bumbercrunch had pointed out that matching ones had only shown up in the other three Headquarters the day Bossbot was discovered, they'd agreed to send a team out to investigate.

"Or it could just be a sewer system," Lefty pointed out from over Curly's shoulder.

Curly stuck out her tongue and made a "Phooey" face. Leave it to Lefty to try and keep everyone's feet on the ground. Even now, the possible adventures were making Curly's heart hammer in her floppy ears.

"I don't think so," their mouse friend Violet Fiddlefidget piped up from her position between Curly and Lefty. "Why would Cogs need a sewer?"

Lefty snorted. "Why do Cogs do anything of the things they do?"

_That_ was the question, wasn't it?

Curly braced both gloved hands on either side of the manhole cover. "Come on, guys, I can't lift this thing myself!" She was way too tiny.

Lefty and Violet knelt to help her. The faint music of Bossbot HQ was pierced by a scraping sound as the three Toons hoisted the cover with all their might. Curly couldn't stop her legs from trembling – from the strain, from nerves, from excitement.

And then, somehow, the cover was off, just a smidge. It teetered like it might fall right back into place, until Lefty, the tallest and strongest, grabbed it and yanked it backward. Metal screeched against metal, reminding Curly of the trains in Cashbot HQ, until the cover landed with a soft thump in the dead brown used-to-be-grass.

"Be prepared," Lefty warned them. "If this really _is_ a sewer, there'll be major stink pretty soon."

An empty black hole gaped up at them.

Not the Toons' black holes, which always had a destination marked on them. This was darker than the Dreamland night, and it looked like it had no bottom at all. Curly wondered if this was what it was like inside a Cog, cold and black and alone.

"Oh – my – gosh!" Violet squealed. She grabbed Curly's hand in her own even-smaller one and wrung it out. "Is this a secret passage?"

"That or a portal into nowhere," Curly heard herself say. She sprawled flat on her stomach and peered forward into the darkness. It definitely wasn't a sewer – even her sensitive doggy-nose couldn't pick up a smell.

"I bet," Violet said, "I bet this is where they store – things." She flapped her hands in front of her flushed face. "Things they don't want the Toons getting into to, which is why they made it –"

"- something anyone in their right mind would leave alone?" Lefty snorted again, more happily this time. "What would Cogs need to store, anyway?"

Curly had no idea, and it made her shiver. Of course, that could have also been due to her surroundings.

None of the Cog Headquarters were especially inviting, but Bossbot HQ in particular gave off major danger signals. From the bare, bony branches that had never been green to the golf courses that dared you to try them to the CEO's ginormous elevator, there was nothing that didn't scream "CREEPY!" The lack of Cogs patrolling the courtyard – the very thing that made Bossbot the easiest headquarters to investigate – only added to the eeriness, as if it were someplace even the Cogs didn't want to go.

Curly couldn't blame them. Some of the things she'd learned about the CEO and what he would do to his own Cogs were enough to turn up a Toon's toes.

"Well, we're Toons," Curly said, planting her hands on her hips. "And we're not in our right minds. So, if I may do the honors – "

"GERONIMO!" Lefty cried, hurling herself into the empty hole.

_Or we could just do that. _

Violet insisted that she and Curly go down together, holding hands. It was a request Curly didn't mind a bit. She wasn't sure which one of their palms was sweating so badly as she put a foot down into nothing, feeling under her for – what? A ladder? A stepstool? Surely even the Cogs needed something to hold on to.

"You have to drop!" Lefty's voice echoed from below. "It's not that far!"

A shudder passed through Curly, but it was a determined shudder. Lefty had asked the right question earlier: why _did _Cogs do any of the things they did? Curly had blown up many a Cog in her 107-Laff-point life, but more than destroying Cogs, she wanted to understand them. If she could figure out what wound their gears, maybe there was a way to live in peace with them.

Maybe her answer was somewhere down in that blackness. And if it was, Curly knew she had to follow it.

She closed her eyes, took a deep breath, and let go.

Lefty was right – the fall wasn't as long as she'd expected. In only a few seconds, Curly had landed in a perfect Belly Flop position on a floor of dirt. As hard-packed as it was from years of being walked across, it definitely wasn't the metal Cogs preferred in their construction.

That was the first clue that something was weird.

Violet shrieked her way down, and Curly rushed to catch her. The Catching Game wasn't one of her best Trolley games, but she did manage to get a grip on Violet's plump weight and help her to the ground.

"Wish I'd worn my fez," Lefty said cheerfully.

Violet was a little less upbeat. "It's so _dark_!"

"Good thing I brought my glow-in-the-dark jellybeans," Curly said. She reached into her hammerspace and produced her jellybean bank, whose contents glowed transparent yellow and lit up the space beyond them. It stretched long and wide, farther than the light could reach. The walls gave the appearance of being able to squash you like Toony Putty, even though they were actually set wide apart.

"It's a tunnel," Curly breathed. If she spoke any louder, her voice might crack, and that wouldn't exactly inspire confidence.

"Why would the Cogs need a tunnel? Can't they just fly everywhere?" Violet's squeak was so high-pitched Curly was sure only her doggie-ears were picking it up.

There was another silence that Curly shivered into.

"Stay close," Curly commanded Lefty and Violet. She pushed her way into the lead where she could keep them safe and waved the jellybean bank in front of her. The first foot she put forward, in its red polka-dotted rain boot, came down with a thump that seemed to echo across all of Toontown.

But nothing came after them. No Cog guards descended from the ceiling with their Hang Ups and Red Tapes at the ready. Curly dared to breathe normally. On one side of her, Lefty was cool as a cucumber; on the other, Violet was huffing and puffing in fear.

The three friends walked and walked for what seemed like hours. Eventually, the chilly, oil-soaked air gave way to warmth and the fresh scent of flowers. It made the tunnel feel less scary and dialed down the nervous-sweat factor several notches.

They followed the flower smell down a bunch of bends – leave it to Cogs not to make the going easy – and into another damp-feeling spot. A dripping sound came from overhead, and Curly shifted the bean jar upward to sneak a look.

Another manhole cover was wedged into the ceiling above them.

"Where does THAT go?" Lefty asked. Even _her_ whisper had a shrill edge.

Curly squared her shoulders. "Only one way to find out," she said.

She pressed with all her might against the bottom of the heavy circle, but it only creaked at her in a tone like a Cog's scolding. Lefty and Violet joined her, gave the thing a mighty push, and Curly finally heard it scrape out of place, leaving a sliver of slightly-less-dark darkness just wide enough for a small Toon to squeeze through.

Curly hauled herself up through the opening. When she put her fingers down, they touched rough gravel, and she looked up in surprise.

That big metal walkway looked familiar. And, as Curly's eyes adjusted to the dim light, there was no mistaking that pit, dented in the very center of the room. The floor shone like stars and the factory exhaust was thinned to a breathable level, but it was Sellbot Headquarters, without a doubt.

"We're in _Sellbot_!" she crowed down to her friends.

Instantly, Lefty's white glove was plastered over Curly's mouth. "Keep your voice down!" she hissed.

Curly shook herself free and straightened her red hair bow, trying to keep the annoyance out of her movements. The fear was gone, and in its place was the thrill, the one that all Toons ran on. "We don't have to sneak around in Sellbot HQ," she protested. "The VP and I, we're buds now."

"Yeah, but all Cogs are still programmed to attack Toons," Lefty pointed out. "If all of them saw you, what are the odds that every single one would remember that?"

Curly made a face. Math had always been her worst subject, but she had to admit Lefty was right: the odds weren't good.

"And if one of his Sellbots got into a fight with a Toon," Violet added, "whose side do you think the VP would take?"

Yikes. That was totally true. The VP may have been willing to _try_ being decent to Toons, but he had a protective instinct toward his Sellbots that was kind of sweet but pretty frightening.

It gave Curly a pinch between her shoulder blades. "All right." She dropped back into the hole and they went to work replacing the cover. "So, what's the plan, then?"

Lefty shrugged. "The tunnel doesn't end here. I say we keep going."

Even Violet gave her nervous little laugh. "Yeah. Wherever it goes, at least it can't be worse than Bossbot Headquarters."

Something in Curly told her not to be too sure about that.

"But if the Sellbots _are_ still being made to fight Toons," Curly said, hopping to the ground and not feeling the jolt quite as bad this time, "why doesn't the VP just fix their programming?"

Lefty's whiskers twitched, the way they did when she was about to come out with something mind-blowing. "Maybe he can't. I've never heard that he was in charge of more than overseeing the factory. I mean, let's be honest…he's not the brightest candle on the cake. Would YOU trust him with programming the Cogs?" She held up a hand before Curly could slam her with protests. "If you were a big ol' mean Cog yourself, I mean?"

_A big ol' mean Cog. . . _

In Curly's mind, Lefty's words collided with the words the CEO spat out when he was defeated. Lefty's shook with possibility; the CEO's rang with fear. Real fear.

_I don't think I like the idea of a Cog mean enough to scare the CEO. And I DEFINITELY don't like the idea of him having power over the VP._

But Curly had to admit that, as usual, Lefty was right. Because if there were a way to fix whatever was awry in his Sellbots' programming, the VP would done it by now. Curly knew him well enough to know that.

It was a strange, shaken quiet as they crept farther down the tunnel. It got darker, even with the glowing jellybeans lighting their way, and soon enough Curly could hear train whistles overhead. She didn't even have to pop up through the manhole above her to know it was Cashbot Headquarters they were under.

Violet did poke the tips of her round little mouse ears out to confirm it. "Yep, this is Cashbot," she reported. "I can see the CFO's double doors and everything. And there's the bullion mint."

"Home of Curly's favorite green slime." Lefty jabbed Curly in the ribs.

Curly jabbed back. "For your information, I never had much trouble with the green slime. It was the Paint Room where I went sad." She couldn't help grinning, even though it hadn't been one of the proudest moments of her Toon-life.

The manhole cover was replaced and the three friends continued their quest. The tunnel's temperature must have dropped a degree with every skipping step they took. They had to be below the Brrrgh now, where the cold always felt good.

So when goose bumps popped out on Curly's brown arms and her teeth started chattering fiercely, she knew they'd gone beyond Toon territory. It was a no-duh what they were going to find when they shoved the cover off the fourth manhole. Still, when Curly pulled herself up and her boots skidded on the shimmery floor of Lawbot Headquarters, a gasp slipped out of her.

"Veerrrrrrrrrry interesting," Lefty said in a pretty good imitation of Furlock Holmes. "We appear to haf discovered a secret passagevay leading from von Cog Headquarters to all the odders."

Curly was about to question how Furlock had turned German when movement caught her eye from the other side of the room. Movement far too quick and loose to be a Cog's. Her chest tightened, because Lawbot HQ had some of the nastiest Cog combos you could encounter in all of Toontown. It was easy to walk in here unprepared. . .

Sure enough, a light blue dog was standing at the top of the massive stone steps leading to the Chief Justice's office. His head was down, nose almost to the ground as if he were sniffing for clues of his own. He didn't seem to notice the Level Nine Backstabber dangerously close to his feet.

"Hey!" Curly burst out. She didn't think – she just ran, checking the dog's stats on the way. Thirty-one Laff points, with standard Level Four gags. Not a brand-new Toon, but still awfully little for Lawbot HQ. "Hey, what are you doing here?"

The dog jerked upright, nearly toppling over backward in the process. His eyes went wild when they landed on Curly. The Backstabber, recognizing the presence of a higher-Laff Toon, wisely sprouted his propeller and flew away. Peacemaker she might have been, but she wasn't about to let an innocent little Toon go sad.

"I'm sorry!" the dog blurted out. "I'll leave, I promise!"

Sheesh, the poor guy. He must have been used to high Laffers chewing him out. Some of them could be pretty nasty when a littler Toon showed up in a place they weren't ready for yet.

Curly took a couple of steps backward to show the dog she wasn't about to bite. "Hey, it's okay," she said. "I understand – you've gotta clear the clouds off your map somehow, right?" She gave him her biggest smile. "I just didn't want you to get hurt or anything."

"Truly?" the dog asked. He was a gangly head taller than Curly, all of it in his long chest-and-stomach area. His legs were even tinier than Curly's own. It gave him a goofy look, even for a Toon, and it was hard not to grin at.

"Really," Curly said, surprised for the second time in thirty seconds. There was a word she _never _would have thought of using herself, especially if she'd just been startled half out of her shorts. "We've all gotta look out for each other, right?"

The dog stared at her for a long moment, and then his face broke into the biggest Delighted emotion Curly had ever seen, stocked with teeth almost as shiny as the floor. Something seemed weird about his Laff meter, but Curly couldn't put her finger on what. "Th-thank you," he stuttered.

"I'm Weird Curly Megaquack," Curly said, "and these are my friends, Little Lefty Bumbercrunch and Violet Fiddlefidget. We're here on a mission from the Toon Council."

"Pleasure to meet you." The dog stuck out his hand and shook Curly's. The gesture was polite, more formal than Toons usually were, but it was warm, too. "My name is Dr. D. I've been doing some personal research. I am a scientist."

"Oh." Curly nodded. "Well, that's cool. Don't see too many of those around Toontown." The white-coated trio who lived in Toon Hall and had set up the cute-but-basically-pointless Silly Meter were about it. "One of my best friends back in Duckburg was an inventor, though."

Loneliness for her hometown settled over Curly like the thick mist in Donald's Dreamland. It didn't strike her as quite fair that Gyro Gearloose, who would do anything he could to help protect Toontown, had to do it from a distance. He was about the _only_ about the sweetest, gentlest guy you could ever meet, but a lot of Toons didn't know that. All they could see him as was the creator of the Cogs.

Like it was HIS fault they'd turned evil! Even grumpy old Scrooge McDuck would never have laid a finger on that first Cog if he'd had any idea of the craziness it would cause. It bothered Curly a lot to hear some Toons talk about them as if they deserved to be tarred and feathered for their mess-ups. Especially since they were both already feathered – and ESPECIALLY-especially because the Toon Council still hadn't found Scrooge.

Dr. D was squinting kind brown eyes at her. "Are you okay?"

"Oh. Yeah." Curly shook herself. "It's just – it's a war out here. That gets hard."

Violet toddled up to them with a nod. "I miss when we could just play on the trolley all day and not have to worry about those dumb Cogs."

Lefty was still circling the manhole cover, staring at it with suspicion. She had to practically holler over to them, "Nah, that actually got a little bor – Hey! What the heck?"

At the sudden rise of her friend's pitch, Curly twirled around. _That's bad. Lefty doesn't just raise her voice over nothing._

"Bad" wasn't the word for what met her eyes. More like "Huh?"

Lefty had her namesake leg stretched out, foot planted carelessly in the middle of the manhole cover. Well, what had once BEEN the manhole cover.

It was now one solid black mass that was somehow holding under her.

"Ohmygosh," Violet gasped. "Lefty?"

Lefty recovered enough from what-in-the-name-of-Professor-Pete to roll her green eyes. "I'm fine," she said. "Honest. It just feels weird."

"Weird how?" Dr. D. asked. He took a pair of wacky, oversized glasses from his hammerspace and positioned them on his nose. Interest gleamed behind them.

"It doesn't hurt," Lefty said, with a for-emphasis look aimed at Curly and Violet. "It's… it's more like there's energy underneath it."

Curly's stomach was halfway up her throat by now. Out of habit, she reached into her Gag bag, scooped up a Birthday Cake, and waved it threateningly at an approaching Spin Doctor. "It's all right, Lefty," she said in as soothing a voice as she could manage. "Can you move your leg?"

"Yep." Lefty grunted, raised her foot a few inches, and wiggled her toes to demonstrate. "Not easy, though. Something's trying to pull it back down."

"Interesting." Dr. D crouched on his heels to study the hole, which Curly noticed was still holding its shape. Okay, not ink. Not oil. Then – what? "Is the sensation similar to a low-level magnetic field?" he asked. "Is there a force of attraction drawing your leg told the hole that you can break free from, but only with great effort?"

"I…guess." Lefty blinked. So it _wasn't _just Curly who had had trouble keeping up with all those fancy-schmancy science terms. "I was gonna say it was more like gravity."

"Like what pulls you into a black hole," Violet said. "I mean, not the ones in space, the ones we use to teleport."

Curly felt as though one of the VP's light bulbs had flicked on over her head. "Of course!"

"What exactly about this is 'of course'?" Lefty demanded.

"I believe she means," Dr. D. explained, "that this is probably some Cog's attempt to recreate teleportation technology for his own kind."

_That _was a thought Curly could have lived without. She set her jaw. "Exactly."

"Then – uh – why isn't it taking her anywhere?" Violet asked. Out of anyone else, it would have sounded sarcastic. From Violet, it was just confusion.

Dr. D. sniffed. "Obviously it was a failed attempt."

"Figures," said Lefty, who'd wrestled her leg free by that point. "Cogs are so lame." She glanced uneasily at Curly. "No offense."

Curly dragged her fingers down her cheeks and let them SPROING back into place. "I'm still a Toon, guys!"

Dr. D. cocked his head to the other side. He was reminding Curly of a pigeon. "Was there ever any doubt as to your loyalty?"

"Long story," Curly said. "Toons first. But I wanna see if there's another way to deal with Cogs so we don't just have to blow them all up."

"Fascinating." Dr. D. pulled a small notebook with Frankenstein on it and a pen made of the same stuff as his glasses out of his hammerspace and jotted down a few words so sloppy Curly couldn't even read them. His face was so solemn, like a 15-Laffer concentrating on throwing a pie for the first time. It was a face that begged a smile in return.

"They have propellers!" Violet said again. "Why would they need to teleport?"

Curly's stomach went cold. "I think a better question is, _where_ would they need to teleport?"

Silence fell again. Curly knew where every Toon mind was trying NOT to go: the mysterious boxes in the Mints.

Lefty, naturally, was the first to break the silence. "Let's not think about it. Personally, I've had enough trauma for the day." She dusted her hands together as if she could brush away Cog cooties. "And that's plenty to tell the Toon Council."

Curly grinned. Yeah, Flippy was going to flip – pun intended, as always – for that info.

She turned to Dr. D. "Can we give you a lift back to Toontown Central?" she offered.

Dr. D's neck arched. For a moment, he looked angry. No, not quite angry – but put off a bit. "Donald's Dock, if you don't mind."

"Right, right!" Curly clapped herself in the forehead. "You're too big for TTC – I get that."

The toothy smile sprang into place. "Then yes," Dr. D. said. "And – thank you."

There was sheer gratitude in his eyes, which Curly didn't quite get. It was friendly to give another Toon a ride somewhere – and good manners to say thanks – but he was gaping in awe as if she'd sacrificed a Max Toon-Up Unite for him.

"All righty then," Curly said, resolving to deal with the confusion later. "Donald's Dock it is."

She reached into her hammerspace, pulled out her black hole marked "DD," and threw it to the ground. The four Toons held hands and jumped in together.

When they popped back up in the playground, Curly found herself facing the sign for Lighthouse Lane. The playground's Toon HQ was such a long swim away that she might as well use the one on the street. She darted into the tunnel, and three pairs of stamping feet pounded after her.

The first thing Curly saw once she squirted out the other side was a bear Toon, standing in battle position across from a Level 6 Number Cruncher. The bear's long, magenta arms swung a fishing pole back behind her head and then flicked it forward again, dangling a five-dollar bill in the Number Cruncher's face. She (He? Curly could never tell when it came to Number Crunchers) seemed completely uninterested and started doing some sort of tax-audit thing that she'd also never understood.

Yee-ikes. Eighteen Laff, down to ten. Without even pausing to think, Curly jumped into the battle.

Only when the bear made a low growling sound under her breath – like, one growlier than normal for a bear – did Curly recognize her. It was Cutie Bear, a new friend of hers. Cutie was the type of Toon they called an "uber," who refused Laff boosts rewards and focused on leveling up her gags instead. Last time Curly had seen her, she was still working on her last Lure frame. And now she was up to Level Three already? Man, ubers could make you feel like a slacker.

"Hi," Cutie said, never taking her eyes from the Number Cruncher. "Look, Curly, I've told you before: I don't need to be coddled. It's all about the challenge."

Her words were as clipped-but-friendly as ever, and Curly had to smile sheepishly at her. "Dude, I totally know. This isn't about you needing to be coddled – this is about me not being able to watch a fellow Toon go sad right under my nose."

Cutie gave the gurgly laugh that made even more wonderful by how rare it was. "Megaquack, the only way for me to be under your nose is to take a Small Toon task."

Curly glanced up the foot-and-half height difference. "Look, I won't mess with your training. Just let me Toon you up while you do it, okay?"

"Fair enough." Cutie reached for her fishing pole again and held it out with sizzling eyes. Curly could almost feel sorry for that Number Cruncher.

Which reminded her –

"Have you tried talking to it?" Curly asked. She actually kind of hated calling the Cogs "it"s, but what were you supposed to do with the ones of undetermined gender?

Cutie nodded, then shook her furry head. "Nothing. It only says battle phrases."

"Nuts." Curly huffed in frustration. Well, if it wouldn't talk, fighting really was their only option.

She flicked a glance across Cutie's Laff meter. Its tininess was only missing a couple of teeth, but the "10" made Curly's protective heart skip a beat or two. Still, it was nothing a good megaphone wouldn't fix.

Curly reached into her gag bag and produced one. Mouth already aching with the funny stuff that was about to come out, she zoomed in front of Cutie and held the megaphone up to her lips.

And nothing happened.

Absolutely nothing.

Curly stood there for a long moment, hand freezing around the handle, neck going into a crick. Toon-up could miss sometimes, but even a weak shot gave _some_ Laff points. Golly, at this point, she would have settled for a _joke_, period.

The megaphone, however, remained silent. Even when Curly slapped it as hard as she could and peered down its horn to make sure her doodle Wagtail hadn't stored a squeaky toy in it again.

N.O.T.H.I.N.G.

"My hero," Cutie said dryly. She whisked the rod forward again, the dollar bill waggling in a taunt. This time the Number Cruncher went for it, getting down on one knee and batting at it like a playful kitten. It was almost cute.

_Okay. Lure hit. It's not like the Cogs drained the power from our gags or anything. _That was a crazy theory – but you just never really _knew_.

"Sorry about that," Curly panted, pawing around for the rest of her Toon-Up. When in doubt, level up. "All right, okay, lipstick being sent your way!"

She smeared it quickly across her mouth in a pucker that made Lefty snicker from the sidelines and blew Cutie a clumsy kiss. Her Laff meter absorbed it with a loud smacking sound and a big green +8 over her head. Curly whooshed out relieved air and decided to chalk the whole thing up to Toontown weirdness.

The battle was over within another two rounds. As the Number Cruncher wound up to explode, Curly smacked her eyes shut so she wouldn't see the gears flying in all directions in the flash of purple-and-orange smoke. Could be hard to watch sometimes, after you'd looked Cogs like the VP right in the eye and spoken to them –

But what were you _supposed_ to do with an enemy you couldn't reason with?

Curly was so busy pondering that she would have been surprised if her dance moves didn't come across as a little limp. As soon as her toes had tapped out the last step, a Head Hunter descended from the sky and nearly landed on the toes in question. Only a Level 6, but, man, were those things scarier! One had wiped the floor with Curly back in her newbie days, and they'd given her the heebie-jeebies ever since.

All high-Laffer confidence, already stretched thin by the megaphone mishap, left Curly, and she scrambled toward the sidewalk as if she'd been shot from a cannon. She was going so fast her snout collided with a side door, producing a loud CLUNK.

And only a CLUNK. Normally, a side door would have taken advantage of the chance to begin a wonderfully cheesy knock-knock joke. They were natural-made comedians, thanks to Gyro, and there was nothing they loved better than getting a Toon laughing.

This time, though, there was silence.

Really, there could have been any number of reasons for that. The door could have fallen asleep. The building could have just been transformed back from a Cog building and the door hadn't adjusted yet – it usually took them a while to get over having Cogs shuffling in and out of them. Or maybe its wood had warped in the rain that constantly threatened over Donald's Dock.

But, with the image of Lefty's leg hanging out over blackness still pounding in her brain, Curly couldn't buy any of those. "Lefty! Something's wonky with this door." She pointed a finger at Kelp Around the House Maid Service across the street. "Could you check that one?"

Lefty gave her a you're-being-a-little-weird look, one that floated away like the fog itself when her door came up silent, too. Dr. D. ran all the way to the end of the street and returned panting and announcing that, no, none of the doors closer to the Brrrgh tunnel were talking, either. Violet volunteered to head back to Toontown Central and see if it had the same problem, but Curly was already pretty sure what she would find. The pieces of a puzzle were putting themselves together in her head, and the picture they formed was strange enough to be almost scary.

Curly reached into her gag bag and grabbed a megaphone. She stared straight down into it, looking for answers, but it gaped blankly back at her. Suddenly useless.

"Curly?" Lefty's voice was uncertain, which was NOT normal for her. "What's going on, exactly?"

"The jokes." Curly turned the megaphone over in her hand. It was lighter than usual, as if it had been hollowed out. "The jokes are gone."

**~Note: Toontown is not mine. And certain random British TV shows about funny men who wear fezes and say, "Geronimo!" aren't mine, either. ;)~**


	3. Chapter Two

**~Sorry for the wait, everybody! Hope it was worth it. :)~**

"Calm down, Curly," Lefty said, though Curly was pretty sure she hadn't used a single exclamation point yet. "There's got to be an explanation."

"That's what I'm afraid of," Curly retorted.

"Maybe they're down for maintenance or something."

Curly stared at her friend. "Maintenance? For _jokes_?"

Lefty hunched her shoulders defensively. "I don't know. What do you think Jesse's Joke Repair is for?" she said. "But there are plenty of other explanations."

"Other than the Cogs taking them, you mean?" Curly heard herself ask. _Come on, it's what we're both thinking anyway._

Lefty shrugged again and then caved enough to sigh. "I guess they _have _stolen weirder things."

"Tell me about it." Curly's favorite had been the poor duck who was afraid some Penny Pincher was going to use the inner tube he'd walked off with for "their nefarious purposes." Even _she _couldn't come up with any "nefarious" ways to use an inner tube, and everyone knew Cogs were much less creative than Toons.

It was the fact that she and her friends were the first to discover this that was drying out Curly's mouth. Secret passageways, stealth attacks – what next? The Cogs _thought _they were pretty sneaky, but some Toon always managed to catch them in the act. Always.

_Calm down, Megaquack. Could be nothing. Could be you're just still all creeped out from that scary dark tunnel. _Heck, being in Bossbot HQ was enough to ruffle a Toon's fur for the rest of the day.

So why didn't she just ask? Now that there were some Cogs she could actually trust, why not get the skinny straight from them?

Especially since Seaweed Street had the most Sellbots in Donald's Dock. . .

Curly shot from the sidewalk and snagged the arm of the first Cold Caller that toddled by, a cute little Level 3. "Hey!" she said. "Can I ask you something?"

Lefty covered her face with her hands and mumbled something about Curly being completely insane.

The Cold Caller gave her a look that was legitimately frozen. "I'm late for a meeting," he droned. His voice, though still metallic, was only a little bit lower than Curly's own. Normally that would tempt her toward fits of giggles, but right now she was about as serious as a Toon could get.

"Oh, come on!" Curly jumped in front of the Cold Caller and held out her arms in a friendly welcome. "You know me – it's Weird Curly Megaquack. I've negotiated with your boss, remember?"

The Cold Caller didn't answer. He was obviously trying for that Cog no-expression expression, but Curly could tell from the stubby, neckless way he swallowed that there was fear in him.

Her own heart dropping to her ankles, Curly maneuvered around behind the Cold Caller and spotted the serial number imprinted on the back of his maroon suit. "L513-H2!" she cried. "I _know_ you!"

His eyes flickered slightly away from her.

Curly folded her arms across her chest. "You sort all the jellybeans you've ever taken from Toons by color, you hate Squirting Flowers because the water always gets right up your nose – which, I totally feel you there. And you were promoted from a Level 1 to a Level 3 on your first day because you saddened a 137-Laffer who was foolish enough to take you on with one Laff point left."

She let out a breath – her first in thirty seconds – and waited for the "Wow, how did you remember that?" that always made her feel awkward. It was just something she'd always been able to do, and it had taken her a long time to know there was anything weird about it. Violet said it was a gift, and it made up for some of the things Curly wasn't as good at. Like common sense, Lefty usually added.

The Cold Caller rubbed his dark blue face with a light blue hand. There were deeper lines than usual around his nose, too deep for a baby Cog. He finally acknowledged her with, "Miss Megaquack."

Curly knew she must have lit up, because he gave her a palms-up "stop" signal. "Miss Megaquack, there are changes in progress among the Cogs' workings that a Toon could not begin to comprehend."

He didn't say it like an insult, and that glued Curly's attention straight to him.

"I must advise you to stay as far away from it as possible," the Cold Caller continued. "For your own sake." He opened his tiny, squinty eyes far enough to plead at Curly with them. "Run along – _now_ – or I shall be forced to engage you in battle and sadden you."

Right, because he could have REALLY done that. Ordinarily, Curly would have snorted at the very idea. Now she was staring at a creature she'd been so close to helping find out who he really was. A creature who'd been taken away from her, probably by whoever had made off with the jokes.

Curly was sure her Laff meter was falling into the red teeth, but she had to let him go. It was either that or blow him up.

Some choice.

As the Cold Caller's propeller sprouted and flew him away, Curly caught a glimpse of Dr. D. He was gaping – to put it mildly. His chin about scraped his chest.

"Just another day in the life of Weird Curly Megaquack," Lefty said casually. She draped an arm around Dr. D's shoulders, and Curly saw him stiffen like he was getting ready to stomp a Goon.

Lefty's calm shrank the weirdness down to a size Curly could swallow. Nothing was officially a crisis until it flapped the unflappable kitty Toon. Even so…

"I'd better report this to the Toon Council," Curly said. She shoved her hands into the pockets of her red skirt. "Just in case it means something."

"Yeah, every little bit helps," Lefty agreed. "I'll go get Vi."

Curly turned to Dr. D. The poor guy was looking as bewildered as a Flunky in Dreamland. "I forgot to ask," she said to him. "What task are you working on?"

"Defeat a Cog building. Anywhere." Dr. D gave her a sheepish grin. "It would have been my first one, you understand, and that's a little…daunting?"

Curly couldn't resist grinning back at all those teeth. Only the Terrible Toothy Trio – Yesmen, Glad Handers, and Mr. Hollywoods – could have given him a run for his money. "I hear ya."

Boy, did she ever! Curly remembered taking on her first Cog building. She'd been about ready to burst, and only partly from excitement. Her hands were shaking so bad, she _still _had no clue how she'd managed to throw that first pie.

"Okay, well, I gotta split right now," Curly said. "But if you friend me, I can come by and help you with it later. You know, if you haven't beaten it yourself by then," she added, trying to be encouraging.

Dr. D's jaw dropped even farther. It would be touching the ground at any second. "You – you would do that?" he asked.

"Yeaaaaaaah," Curly said slowly. True, some high Laffers were snobs, but one friending a littler Toon to help them with their Toontasks wasn't _that _rare.

"A-all r-right then," Dr. D stuttered. His eyes were still popping as if he couldn't believe his good luck.

In a second, Curly's friend list pinged with a request. Dr. D's hopeful face looked back at her. She hit "Yes" without hesitation.

There was something weird about that, too. It wasn't until she and Lefty had 'ported away that Curly realized exactly what.

Except for a pink Doodle, she had been the only name on Dr. D's list.

Flippy didn't brush aside the joke issue, but he _did_ assure Curly that several other Toons from all six neighborhoods had been reporting the same thing. Everyone knew that the jokes were missing – how or when or why, that was what they couldn't figure out.

"We're getting right to work on it, though," Flippy had told them. "The Cog hasn't been built yet who can keep a Toon's fun away from them."

"If it's a Cog at all," Lefty added pointedly. If _she _were a Cog, she'd have had some Glower Power going on as she cut her eyes at Flippy.

The Toon Council was much more interested in the tunnels connecting the Cog Headquarters. With the Cogs using their propellers most of the time, it seemed like the tunnels would have been pretty deserted, making them the perfect way for Toons to get from one HQ to another super-fast.

So Curly was feeling a lot better by the next day – better enough to just let the Toon Council do its thing while she tended to a new friend.

Curly popped up at Dr. D's estate clutching a glittery-silver-wrapped package to her chest. Her doodle, Wagtail, followed faithfully behind her.

Dr. D startled when he saw her. "Curly! What are you doing here?"

"I brought you a present." Curly nudged the package playfully into Dr. D's skinny ribs.

The skittish look disappeared immediately as Dr. D did the delighted emotion times a thousand. He snatched the package from her hands and then wrinkled his forehead at Curly. "For me? Really?"

Curly thought about saying something sarcastic, but she had a feeling it might go right over this oddball Toon's head. "Yeah, really. I think you'll like it."

Dr. D. seemed to think he'd like it, too, because he was showing every tooth before he'd even made the first rip in the tape. When the paper fell away and revealed a bright red shirt with a jellybean in the middle surrounded by some nuclear thingmajogger, he squealed right out loud.

"You like, huh?" _Yeah, you just broke your own record for dumb questions, Megaquack. _"I thought you would," Curly added. "Being a scientist and all."

Dr. D pressed the shirt to his chest, as if he could absorb Laff points from it. "Thank you! Thank you so much!"

He suddenly looked shy. Almost in awe. And, as good as that felt, Curly knew she had to break through it. "Well, it's not really that big of a thing," she said, as modestly as she could. "I mean, they were going for a jellybean in the Cattlelogs -"

"I don't care about the price!" Dr. D cut her off. His gaze shifted away from hers. "No one's ever gifted me anything before."

Curly's heart sagged. This gangly dog was perfectly nice, even sweet. How had he gotten to Donald's Dock without making – or at least without _keeping_ – a single friend?

But, deep down where she kept her pride, Curly was glad she glowed in his mind. As the only one.

Wagtail jiggled her chubby way across the lawn to Dr. D and began to lick his toes. Dr. D laughed – a loud sound like the musical crash of a piano – and reached down a hand to pet her. "Nice Doodle," he said. "Good –" He stopped and squinted at Wagtail's eyelashes. "- girl."

"Her name's Wagtail," Curly told him.

Dr. D peered over the top of Wagtail's lavender head at her wiggling rear end. "I can see why."

"Yeah." Curly couldn't blame her pet – she was about ready to turn a cartwheel herself. Sometimes a Doodle could be the best friend you could ever have. And no Toon should be as lonely as this guy was coming across as.

A breath on Curly's ankles drew her attention down to Dr. D's own Doodle. Pink but apparently male, he sniffed at her feet with his cute little pug nose. "And yours is. . ."

"Puddles," Dr. D said.

"Puddles?"

Dr. D wrinkled his nose. "You _really _don't want to know."

Curly believed him. She lowered a hand down to Puddles, who pranced away a few steps. Like his owner, he seemed friendly but wary, dancing from one paddle-like foot to the other, eying her cautiously. Once he caught a whiff of the jellybean she offered him, though, Puddles came right up to Curly and accepted the little treat from her palm. While he was munching, happy as could be, Curly was even able to scratch behind his floppy little ears – a rare treat for the owner of an earless Doodle.

"He likes you," Dr. D said. He'd pulled the red T-shirt on over his outfit, and it popped against his cobalt-blue shorts. "You should be flattered. There aren't a lot of people he likes."

Now _that_ Curly found hard to believe. Puddles's tail, which reminded her of a used-too-many-times paintbrush, was beating a stubby rhythm against her leg.

"Well?" Dr. D opened his front door. "Care to come inside?"

"Sure." Curly sprang up from the ground, Wagtail on her heels as always. She was used to lying all over Curly's furniture and sleeping in front of the fireplace on cold late-winter days like this one. "Doodles in the house?" Curly asked, trying to hold Wagtail back with one foot.

"I'd rather not." Dr. D shook his head. "Puddles isn't very . . . um . . . very well house-trained."

"Got it." Curly shoved her small self against the door and put up her arms to block Wagtail. "Sorry, sugar," she crooned to her precious Doodle, scratching Wagtail's belly. "Stay out here and play with Puddles."

Wagtail yipped high in her throat but let Curly shut the door.

"Whoa," was the first thing out of Curly's mouth when she took in the rest of the room, and she wasn't completely sure what she meant by it. The walls were deep maroon, almost the color of Sellbot suits, trimmed with businesslike brown paneling. Softened bricks made up the floor. The furniture was scattered at random, with a desk tucked in the corner the only purposeful feel. Though there was an air of fun to it that set it apart from a Cog building, it was way more somber than she was used to Toon houses looking.

Dr. D parked his hands on the wood top of the desk and wiggled his eyebrows at Curly. "Welcome," he said, "to my lair." His voice took a fake-spooky turn at the end.

"Lair?" Curly glanced around the room again. Sure, it was funky, but nothing about it flashed warning signals.

"I'm kidding." Dr. D dropped into his desk chair and dangled his very-long arms over the side. "Well, mostly. It's just what I call my house – to show what a serious scientist I am."

That time the words held the frail hints of an ego. Curly wanted to soothe it –

But the phone rang before she could.

Dr. D jumped half a mile, nearly knocking his head against his dark-painted ceiling. Curly did a little flinching of her own, falling over backward onto the couch. At least neither one of them had room to tease the other about what a klutz they were.

"That's…odd," Dr. D said, once he'd landed back on his feet and smoothed his ruffled ears. "Hardly anyone ever calls me."

Curly didn't have time to feel a pang for that one. In an instant, Dr. D had raised the candlestick phone to his ear and said politely, "Hello, may I ask who's calling?"

Wow. A Toon that didn't answer with "Hiya."

"Mmm-hmm. Yes, I see." Dr. D nodded, bringing one hand up to rest on his forehead, which was starting to wrinkle in concern. "Are you going to deliver this information to all the Toons?"

_Information? _

_Yikes, Curly, stay calm. _

"I see," Dr. D repeated. He rested the receiver – gently – on top of the phone and waved Curly over with more rubbery flailing than her Flappy Cog statue. "Curly, you might want to hear this, too."

Okay, this had to be major. And Cog-related.

_They're invading the playgrounds._

_The Big Cheeses really do go up to Level 50._

_Toon Council found The Big Boss, and he can make Toons go sad forever!_

Curly dashed over to the phone just as Dr. D pressed an unfamiliar red button on the side. "There," he said. "I've got you on speakerphone now."

The no-duh question – _since when do candlestick phones have a speaker setting?_ – didn't even cross Curly's mind. If Dr. D was even half as smart as Gyro Gearloose, he'd obviously been able to program one in.

Not that Curly would have cared if he'd been able to use it as a teleport hole once she heard who was on the other end. It was the ringing voice of Lord Lowden Clear, a major behind-the-lines member of the Toon Resistance.

"Weird Curly Megaquack here," Curly said, surprising herself with the more formal tone. Was her new friend rubbing off on her?

Or was she just that spooked?

"Howdy, Curly. As I was telling your buddy Dr. D, we have confirmed reports that the missing jokes have indeed been stolen by Cogs. Movers & Shakers, to be precise," Lowden said.

Curly squeezed her gloves into fists.

"T.P. Rolle witnessed several Movers & Shakers waltzing right into Impractical Jokes and seizing some of her funniest one-liners. Many other eyewitnesses saw those same Cogs grabbing groaners and grins from side doors on the street and plucking the laughs straight from saddened Toons' megaphones."

Lowden breathed in deeply, preparing to go on, but Curly stopped him right there. "Movers & _Sha_kers!" she exclaimed in a Violet-squeak. "It couldn't be Movers & Shakers!"

Lowden's pause was puzzled. "Why in the Tooniverse not?" he finally asked.

The words pounded in Curly's head even as she said them: "Because they're _Sellbots_."

"What does – ohhh." Curly could almost _hear _Lowden squirming. "That's right. You've been talking to their boss about a truce, haven't you?" he asked, so gravely he could almost have been mistaken for a Cog himself.

Dr. D. stared at her, eyebrows about to spring straight off his head, but Curly held up a hand to him. "Yeah," she said. "I have."

"Well, there's no need to worry yet, Curly." Lowden's voice was Toon-bright again. "It's completely possible that this is some kind of glitch, or a programming oversight that hasn't been fixed yet." He added with a chuckle, "You know how the VP is."

Curly felt a wave of relief wash through her, almost propelling her smack into the nearest wall. Of _course_!

If Lefty had been right about how complicated it was to program a Cog, the VP might not have gotten all the bugs worked out of his Sellbots just yet. Bless his heart – or whatever Cogs had – he was no genius.

"All righty then," Curly said. "Just… keep us posted, okay?"

"Will do," Lowden replied cheerfully. "Toons of the world, unite!"

Curly pumped her fist in the air to return the salute, but Dr. D just kept staring. Maybe he hadn't found his way to Donald's Dreamland yet.

"'Till next time, Curly, Dr. D." Lowden gave one last booming howl before the dial tone took over.

Dr. D replaced the receiver with the hand that _wasn't _clapped to his forehead. Sweat was beginning to gleam between his fingers. "Now, this I hadn't heard yet." He turned to Curly, eyes intrigued. "You had taken peace talks all the way up to the Bosses?"

Curly clasped her knees together to stop their shaking. She wasn't sure if it was from fear or hope. "Yeah," she admitted. "I did. Well, to _one_ of them."

Now Dr. D was tilted toward her, level to the floor, bony knees digging into the bricks. "And may I ask what the difference is?"

Curly squinted back at him. There was curiosity on his face, and it wasn't mixed with _wow-you're-crazy_. It drowned out whatever was still up with his Laff meter.

"There's a huge difference," Curly began. She sighed, out of habit, the way Toons usually didn't unless they had fifty-foot-tall robots breathing down their necks. "You got about three years?"

"I sure hope so." Dr. D's big, loose mouth slopped into a smile. "But can you give me a slightly condensed version?"

Dude, he talked cool.

Curly drew in some more air and situated herself, cross-legged, next to her new buddy. And she began to explain about the Cog Bosses.

Cogs, for whatever reason, had no sense of humor or concept of fun. Somewhere in that collection of circuits, something hateful had been burned into them by someone who must have been too scary for even Curly to imagine. And none of them had been better trained to hate Toons than the Cog Bosses.

Actually, Curly was pretty sure the CEO, head of the Bossbots, hated just about _every_one. Besides his nasty habit of destroying your Toon-Up supply if the battle was taking too long for his impatient taste, he used these things called "Pink Slips" to destroy his own Cogs if he felt they weren't doing their jobs well enough. He was shorter and thinner than the other Cog Bosses, which wasn't saying much, but it made enough of a difference to let him whoosh around his banquet hall while the others were limited to lumbering. With his golf-club silver eyes and his green Skelecog crystals, the CEO freaked Curly out more than anyone else in all of Toontown.

The Chief Justice, who ran the Lawbots, probably wouldn't have called it "hate." Curly could almost hear him referring to hate as an "impractical emotion." That was the Chief Justice for you – everything had to be logical and neat and orderly. He spent most of his time sniffing through his nose and calling Toons in contempt of court in a way that made Curly want to shout, "Okay, you _so _don't even know what that actually means!"

Curly didn't know quite as much about the Chief Financial Officer. The leader of the Cashbots had a tough face – what you could see of it through his cash-register head – and talked a lot without really saying anything. But once Curly had discovered the CFO could think and speak and react like a person, she couldn't just leave him to his fate under the wheels of that train. Sometimes she wondered if he'd ever figured out she had saved him.

But the Senior Vice-President of Sales – the VP – was different. Compared to the other bosses, Curly told Dr. D, he was the clunky Windows '96 desktop computer surrounded by sleek new laptops.

The VP hated Toons more than the other three put together, but Curly had realized that was _because_ he loved his Sellbots so much. With them, he was a gentle giant, greeting them with a smile and a pep talk. The VP absolutely couldn't STAND the thought of anything happening to any of his Cogs, and he was willing to do anything, even make peace with the Toons, to make sure they were safe.

Plus, Curly refused to believe that two people who both loved purple couldn't find a way to get along.

Dr. D listened to the whole thing, taking in every detail with blinks and nods and brow-furrows. When Curly finally wound down, almost as exhausted as if she'd just fought off all four Bosses on her own, he leaned his weight on one elbow and examined her curiously. "Yet I've noticed that you still fight Cogs," he said.

"When I have to." Curly dropped onto her own elbows. "But I always try to talk to them first."

"And do they talk back?"

It wasn't sarcastic. Curly could have thanked him for that about six times. "Every now and then, one does," she said. "Most of them won't – or can't." She shrugged. "I'm not a scientist like you, so I couldn't tell you if it's programming or what."

Dr. D stopped halfway through puffing his chest out to an almost-ridiculous size to stare at Curly blankly. "Why are we on the floor?" he asked.

Curly held back a guffaw. "Don't know. Thought you did."

"Here." Dr. D got up, Flappy-Cog-style, and reached a gentlemanly hand down to Curly. "The furniture in my room is far better."

He was right. If the entrance had bordered on Cog-like, the bedroom was pure Toon. Dark blue wallpaper patterned with shimmering stars the color of Dr. D's fur hugged the walls. A slide shaped like a delicious-looking piece of cake, complete with candy cane handles, rested near the wardrobe, the frosting smudged from a recent whoosh down it. But what overwhelmed everything else was the enormous indoor swingset, made of hard candy and those yummy strawberry-sandwich cookies.

"This. Is. Awesome." Curly hoisted herself onto the giant ice-cream-sandwich bed. "Sweet – pun intended!"

The eyes that grinned back at her were almost TOO admiring for a silly little pun like that. Dr. D wove a leg through a donut-tire swing and nodded her on again. "So most of the Cogs don't carry on conversations with you."

"Oh – yeah. But then, I'm just one Toon. Imagine if _all_ of us got together and started talking to them, asking them questions." Curly paused for a minute to let the bigness of that idea sink in. "They might give in. That or get so scared they just fly away forever."

That was, after all, the Cogs' constant reaction to Curly's Friend Requests – turning her down and then revving their propellers for a quick escape. That was one of the reasons Curly felt sort of sorry for them. Imagine how miserable it must have been to think a Friend Request was something to be scared of!

Curly shook her head, her red polka-dot bow slipping down her ear. She shoved it back as she continued, "I even make posters about it. You know how some shopkeeper Toons make them as advertisements?"

"Yes?" Dr. D bounced his backside on the donut seat, like they were just getting to the exciting part.

"Well, I make – uh – I guess you could call them _peace signs_." Heh. She hadn't even needed to _try_ for that one.

Curly reached into her hammerspace and unfolded a long, colorful poster. On it was a photograph of a Toon and a rare shot of a smiling Cog. She'd pressed them so close together, they seemed to be looking at each other. Like, without wanting to destroy one another.

Above it, Curly had painted a slightly wobbly but hopeful rainbow. The edges of her watercolors were running slightly, but their vividness popped against the orange background. Stapled to the very top were huge green-and-yellow cut-out letters that read, "GIVE PEACE A CHANCE."

Dr. D almost fell off the swing. "You _made_ this?"

"Well – yeah." Curly struggled to hold up the thing, which was almost taller than she was. "I mean, I can't draw worth a hoot, but I like arranging pictures and picking out colors and stuff." She wrinkled her nose at Dr. D. "I just call the stuff that comes out looking like an anvil fell on it 'abstract.'"

The glow inside her was spreading. The posters weren't exactly masterpieces like the classic art you could buy in the Cattlelog, but they were all hers, and Curly was proud of them. She'd had fun making them – and it felt SUPER good to have someone else admire them.

Dr. D bolted to her side in the nervous skitter that was the only option for his short little legs. His fingers touched the blue stripe gently, respectfully. "Do they work?" he asked, the ends of his words all perked up.

"Well. Um." Curly pulled her lips in. "They aren't getting as many cupcakes thrown at them anymore. 'Course, that might be because people want to save them to use on the Cogs."

Dr. D giggled – then slapped a hand over his mouth and gave Curly an uneasy, I-don't-know-if-it's-okay-to-laugh-at-that glance. His shoulders cringed.

Curly planned on just smiling at him enough to show he wasn't upset, but it turned out way bigger than she expected because he was so darn funny. Well, that _and_ the one piece of good news she was about to share. "I think it _is_ starting to work. At least a little bit." She ran a finger down the bed's creamy side. "The HQ officers have stopped giving tasks for Sellbots, since they noticed they aren't bothering us anymore."

_Until now_ floated in the air between them.

"I stayed up almost all night once making a bunch of new ones – you know, after those mega-Cog invasions we had a couple weeks ago?" Curly leaned back against the pillow and locked her hands together behind her. "Lefty finally told me it was time to go to bed after I made one that said, 'What If We Didn't Have to Be at War with the Cows?'"

She was _not _prepared for Dr. D's reaction. Instead of the mild chortle he'd been using for the last twenty minutes, a giant burst of laughter exploded out of him, knocking his whole body to the floor. He rolled across the zigzag-print carpet and pounded it with one fist. "The Cows!" he hooted. "The Cows! Not the Cogs, the Cows!"

Gee. Curly hadn't known it was _that_ funny, but Dr. D's delight was totally contagious. He was actually clutching his stomach now, and she had to laugh right along with him. "Oh, I'd like to see you do better!" she shot back. A nudge would have been the perfect addition, but he was too far away.

Dr. D. was immediately somber. He hiked himself up on the strawberry-sandwich-cookie swing and let those shrimpy legs dangle. "I can't," he said dully, though Curly heard embarrassment creeping through. "I'm dyslexic."

"Oh." Curly shrugged. "Well, that's not really a big deal."

"Not if you don't _have_ it!" Dr. D turned miserable eyes on Curly. "Where I used to live, the Toons would make fun of me. They would say horrible things, such as, 'If you're so smart, why can't you spell?'"

"Oh. My. Gosh." No wonder the guy constantly looked like he was about to get hit with a rolled-up newspaper. "I'm soooo sorry."

"I tried to tell them dyslexia is a problem with the way my brain processes letters and numbers and words, but they wouldn't listen," Dr. D said. "They didn't believe I knew my science, because it was clear to them that I was stupid." Fingers plucking awkwardly at the candy-bracelet chains, face ducked so that it was shielded by his ears, he looked like the 36-Laffer no one wanted to take into the factory.

Curly remembered how that felt.

She went over to Dr. D's side and hung her body, belly down, through the donut-tire. "Hey, that's a bunch of Cog-talk!" she told him sternly. "I mean, you don't think _I'm _stupid, do you?" That wasn't a question Curly wanted an answer to very often, but Dr. D seemed polite enough to trust with it.

Sure enough, he shook his head with the same enthusiasm Dr. D used for everything else. "No, absolutely not!" he said. "How utterly absurd!"

_Seriously, this guy's got a vocabulary like Professor Flake himself._

"But I can't draw like Lefty can," Curly pointed out. "And I'm not a scientist like you."

Dr. D lit up as brightly as if she'd healed him with her Juggling Cubes. The very mention of the word _scientist _seemed to puff him out, Curly noticed. "Ah," he said, smiling slowly. "I see what you're getting at."

"You'd better!" This time Curly _did_ nudge him. "Whoever picked on you may have been a Toon, but they had the soul of the CEO. _Real_ Toons look out for each other."

There was a long, slow breath-in from Dr. D. By the breath-out, he had flipped around and was facing Curly straight on.

"Thank you," he said. His fragile smile grew bigger and bigger until Curly could almost spot his tonsils. "Thank you so much."

Curly had never soloed a five-story building, but she'd seen the victorious glows on the Toons who had. And right down, she was pretty sure she had one just like theirs.

The glow didn't last forever, though. Curly had never been uncomfortable in her own house before, but something besides the mid-March wind kept making her shiver. She wrapped herself in her rainbow quilt and snuggled down for bed, Wagtail snoring peacefully at her side, only to be awakened about twelve times in the night by she-had-no-idea-what.

Every time, she looked out the window and saw the shadow of her Flappy Cog – a Mover & Shaker, natch – being batted around by a breeze way bigger than it was.

When Wagtail finally woke her with a lick on the hand, though, Curly felt as if she'd slept a full ten hours. Or maybe that was just nervous energy powering her. Whatever it was, it wouldn't let her stay in bed.

So Curly got up, stretched and changed out of her pajamas. For breakfast, she fixed herself a bowl of Rooty-Tooty Toony Flakes and fed Wagtail a jellybean. They ran through the "Speak" trick a couple of times, just in case Curly needed help in battle today, and then Curly headed out the door.

"Hold down the fort, Wagtail," she called to her Doodle, who was happily swimming laps in the pond. That should keep her entertained for a couple of hours at least. Doodles were pretty easy to please.

Only problem was – Curly wasn't sure exactly where she was going. Just-for-Fun "Cogs anywhere" tasks didn't exactly narrow it down much.

Curly glanced down at the denim outfit she was wearing. The one she'd bought in Minnie's Melodyland.

_Melodyland – why not?_

The bright-pink Melodyland neighborhood could be counted on for three things: a sunset no matter what time of day it was, playful music always in the background, and plenty of quiet places to sit and think. Since the playground wasn't connected to a Cog Headquarters, it wasn't a place where a lot of Toons usually gathered. And the Cogs on patrol didn't give Curly a second look – they must have figured that a single Toon sunning herself on a fishing dock wasn't much of a threat.

But today, Curly had barely dunked her bare feet into the pond on Alto Avenue before the peace was disturbed. A scream too high-pitched to have come from anyone except a bunny called, "Help!"

Curly was on her feet in an instant, throwing down a teleport hole so she could pop up right next to whoever was in danger. Running wasn't fast enough. Someone yelling for help couldn't wait.

"Hi, Miss Happy Camper," Curly said as she bounced out of the hole and landed next to the only other Toon on the street. Just like Curly had guessed, she was a bunny, a tall, peachy one with only 18 Laff points. With a cream pie slice as her highest gag, Happy wouldn't stand a chance against the Level 6 Cog across from her.

Happy waved. "Hello!" she squeaked. "Thanks!"

Curly had to grin. "No problem," she said. "What happened?"

"I was just exploring," Happy said. "Minnie Mouse is my hero, and I wanted to see if I could maybe meet her." She pulled her eyebrows together. "I looked both ways for Cogs, but I didn't see this one. He must have been behind a tree or something."

"Okay, so it was a nearness issue." Curly had solved those before. She just hoped the cute little bunny wouldn't think she was TOO bonkers when Curly tried to start another conversation – with that Cog.

Not until Curly had jumped into the battle did she realize it was a Mover & Shaker.

_Boy, tough work being Toon Enough today!_

"Hey, you!" Curly hollered, wishing she'd caught a glimpse of a serial number before she'd jumped into the thick of it. "What's the prob here, buddy?"

Happy gave Curly the wait-are-you-talking-to-_him_? look Curly had gotten used to a long time ago, but Curly kept going. "Miss Happy Camper here, she doesn't want to fight you. Look at her!" Curly motioned to the bunny behind her, who was wearing her best tough face but couldn't quite get a handle on the quivering right at the tips of her long ears. "She was just walking, you were just walking, and you ran into each other. Just let her go."

Curly's voice had dropped down to its most persuasive level. For all the good it was doing. The Mover & Shaker stared straight ahead. Blankly. Not even a blink from that squinted-shut gaze.

Ugh – now what? Curly spun back through her options the way Telemarketers cycled through their Rolodexes. The battle had just started. A Level 6 'Shaker _could _be nasty, but it couldn't KO an 18-Laffer in one hit. Curly decided she had room for a warning shot.

She selected her seltzer bottle and spritzed the Mover & Shaker right in the curlicue mustache she'd always thought was kind of cool. Happy grabbed a glass of water and added an enthusiastic spittake. The Cog's health meter turned red, but it didn't have that warning flash yet.

"Yeah, you see that?" Curly pulled back the bottle and blew on its nozzle. "I got more where that came from, pal." She leveled eyes that she hoped looked more threatening than desperate on the Mover & Shaker. The Sellbot. "So I'm giving you one last chance: Go home."

Curly watched Happy's face shift to, _Oh! You're THAT Toon! _Absolutely nothing registered on the Mover & Shaker's, though. His spine stayed straight as a rod, his skinny arms hanging limply at his sides.

Then something seemed to ping inside his head, and he pointed it toward the Toons. "I've got a whole lot of quakin' goin' on!" he said. Recited. Pre-programmed words. The stomps that shook the ground were every bit as practiced.

Curly tried to match her jumps to his, but it had been so long since she'd fought a Mover & Shaker that she was rusty. She found herself belly-down on the dusty-rose street, a tooth or two knocked out of her Laff meter.

"Hey! Leave her alone!"

Before Curly had the chance to check Happy's Laff – or even recognize the newly familiar voice – its owner was charging down the street on legs too short for his body. Dr. D hurled himself between Curly and the Cog, crouched down in some defensive position that heaved his chest.

"Don't you hurt her!" Dr. D bellowed. In the time it took Curly's pulse to settle, he'd grabbed a Whole Fruit Pie – his strongest weapon – and heaved it with absolutely no grace at all but plenty of spunk.

The Mover & Shaker was knocked backward. He pulled himself into a stand and brushed crumbs from the threads of his suit. Of course. Every Cog was programmed to try and maintain dignity, right up to the end.

There was the oh-thank-goodness whirring, building to a race-worthy speed. There was an explosion. Gears flew in all directions. Curly, out of habit, whipped her head around and wound up with her nose right in the jellybean on Dr. D's Loony Labs T-shirt.

"It's all right, Curly," Dr. D said. He turned her around by the shoulders and kept a sympathetic grip on one. "If it helps, all of my research indicates that Cogs cannot feel pain."

Curly nodded. It did help. It helped a lot.

It _would_ have helped.

But that wasn't what was closing her throat up. Laying in the tangled mass of circuits and wires was a cream-colored piece of paper with a big violet blotch in the bottom corner. "JOKE" was written across the top in thick letters.

Lowden had been right. There must have been some insane hope in Curly, though, because she picked her way over to the paper and plucked it from the wreckage with two fingers.

_How do you clean a messy tuba?_ it read.

_With a tuba toothpaste!_

It may have been the first time in recorded history a Toon didn't laugh at a joke.

Curly stuffed the thing deep into her jeans-shorts pocket and took off across the sidewalk, feet barely touching the stones. "I've gotta – gotta take this to the Toon Council," she panted, though she wasn't quite sure who she was talking to. "They need to see it."

And she didn't stop until something solid in her path MADE her. She collided with something strong that stuck out from the sidewalk in a jut that none of the buildings in Toontown ever had. The feel of it was too chilly and no-nonsense to have been Toon-made, but when Curly leaned back to glare at it, it wasn't the dull gray of a Cog building she saw.

This building was purple, which _should _have made it more inviting – except it was about six shades darker and scarier than Curly's fur or the VP's tacky leisure suit. It was built low to the ground and long, a rectangle lying on its side. More purple-y purple trimmed the eyes set on either side of the elevator, which looked like a gaping dark mouth that might never let you out again. And they weren't the baggy-tired eyes that always decorated the front of a Sellbot building. Their narrow, harsh surface seemed to glare holes right through Curly.

It _was_ a Sellbot building, though. A movie-poster-style portrait hung under each eye, featuring a Mover & Shaker beaming a cheesy grin that bragged,_Nah-nah-nah-nah-nah! _

Crazily, Curly thought, _The Mr. Hollywoods must be super jealous._

A ding sounded from her Schticker book, which had to mean the Toon Council checking in with news. Probably that – no, duh! – they had a positive on which Cogs had stolen the jokes.

With numb hands, Curly pulled the book from her hammerspace and flipped it open. She barely made out the words _intercepted this memo _before a white scrap of paper, jaggedly torn with oily Cog-prints on the sides, drew her complete attention.

**Attn. All Sellbots,**

**Our revenue has plummeted drastically over the course of the last several years. It is likely that both shoddy performance and Toon interference are to blame for this. Without a solution that eliminates both, our future looks bleak.**

**Yet, out of the ashes of this debacle, the Sellbot elite shall rise. You will recall that I made you an offer you cannot refuse. You will recall that I sent you out into Toontown to bring misery to those infernal Toons. You will recall that I told you, "Distinguish yourself from your fellow Cogs, and you shall be handsomely rewarded."**

_What am I reading?_

**The Movers & Shakers have done just that. By stealing the Toons' jokes – the heart and soul of their disgusting senses of humor – they have proven themselves worthy to remain. As promised, they will receive Field Offices in return for showing us what a job well done _actually _looks like. As for the rest of you – stop reading this memo and get back to work!**

It was signed with a sloppy flourish, **_The VP_**.

Curly's heart dropped like a plummeting elevator.

**~Tried to be as faithful to the introduction of Field Offices as I could, though I had to recreate the VP's memo from memory. I am completely sure of that last line, though, since I'm such a stickler for continuity. It's probably not reasonable to expect different employees to remember obscure memos from eight years ago, anyway, though. :P At any rate. . . it makes for an interesting story.**

**And, yeah, I know Field Offices followed Operation Storm Sellbot in Toontown Online. But I've got different plans for OSS. . . :D~**


End file.
